30 BULLETIN 110 6, U. S. DEPARTMENT OE AGRICULTURE 
the distribution of the assets remaining after the payment of its 
debts. 44 In the case of an association formed with stock, only stock- 
holders at the time of the dissolution are entitled to share in the net 
assets of the association. In the case of nonstock associations, the 
distribution is made on a " per man basis," whereas in the case of a 
stock association the distribution is made on a stock basis. 45 
In the case of associations that have preferred stock, the preferred- 
stock holders by express provision are frequently given preference 
over the common-stock holders in the distribution of the assets of an 
association on its dissolution. 
Before the assets of a cooperative association would be distributed 
among the members or stockholders, the claims which the members 
had against the association as creditors thereof would first be met, 
if funds were available. For instance, if the association had issued 
certificates of indebtedness to its members, these would be paid be- 
fore any distribution would be made among members or shareholders 
because of the fact that they were members or shareholders. 
DISSOLUTION 
Associations are formed by the State, and the charter represents 
an agreement between the State and the incorporators. 46 Owing to 
the manner in which corporations are created, the State has control 
over their dissolution. There are statutes in the various States with 
respect to this matter. Through unanimous consent on the part of 
the members of an association, it may be dissolved. 47 
The right of a majority of the stockholders or members at common 
law to force a dissolution of a corporation against the opposition of 
the minority is not so well established. Some authorities hold that the 
majority can force a dissolution, 48 whereas a contrary doctrine has 
been laid down. 49 Of course, if there are statutory or charter pro- 
visions on the subject, they control. 
EXPIRATION OF CHARTER 
A corporation may cease to exist through the expiration of its 
charter if the duration of the corporation is limited, and its charter 
may be forfeited by the State for unauthorized or unlawful action or 
conduct, 50 or the charter may be repealed through the reserved power 
of the State. 51 
" The dissolution of a corporation is not effected by a failure to 
elect officers or by a sale and assignment of all of its corporate 
property or by a cessation of all corporate acts." 52 
The fact that an association is placed in the hands of a receiver 
does not effect a dissolution ; 53 nor does the bankruptcy of an asso- 
44 Hopkins v. Crossley, 138 Mich. 561, 101 N. W. 822 ; Clearwater Citrus Growers' Ass'n 
v. Andrews, 81 Fla. 299, 87 So. 903. 
45 Krebs v. Carlisle Bank, 14 Fed. Cases 856 ; Central Sav. Bank v. Smith. 43 Colo. 90. 
48 Syrian Antiochean St. George Orthodox Church v. Ghize, 258 Mass. 74, 154 N. E. 839. 
47 Mobile & Ohio R. R. Co. v. The State. 29 Ala. 573. 586. 
48 State v. Chilhowee Woolen Mills, 115 Tenn. 266, 89 S. W. 741. 
49 Polar Star Lodge v. Polar Star Lodge, 16 La. Ann. 53 ; Stockholders of Jefferson 
County Agr. Ass'n v . Jefferson County Agr. Ass'n, 155 Iowa 634, 136 N. W. 672 ; Theis v. 
Spokane Falls Gaslight Co., — Wash. — . 74 P. 1004. 
50 Tobacco Growers' Co-op. Ass'n v. Jones, 185 N. C. 265, 117 S. E. 174, 33 A. L. R. 231. 
ri Swan Land & Cattle Co. v. Frank, 148 U. S. 603. 611. 
62 Brock v. Poor, 216 N. Y. 387, 111 N. E. 229 ; Belle City Malleable Iron Co. v. Clark, 
172 Minn. 508, 215 N. W. 855. 
63 Riverside Oil & Refining Co. v. Lynch, 114 Okl. 198, 243 P. 967. 
